2Interpretation. As used in this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import; (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words refer to all of this Agreement, including the Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in the Company Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (i) except for references in the Company Disclosure Schedule, references to any Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and (k) references to copies of documents that have been delivered, provided or made available to Purchaser means copies of those documents made available in the Data Room to Purchaser and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.
Appears in 1 contract
Sources: Merger Agreement (Universal Security Instruments Inc)
2Interpretation. As used in For all purposes of this Agreement, except as otherwise indicated expressly herein provided, (i) the terms defined in this Section 1 shall have the meanings assigned to them in this Section 1 and include the plural as well as the singular, (ii) all accounting terms not otherwise defined herein have the meanings assigned under the Accounting Standards, (iii) all references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement, (iv) pronouns of either gender or neuter shall include, as appropriate, the context may otherwise require: other pronoun forms, (av) the words “include,” herein”, “includes,hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision, (vi) all references in this Agreement to designated Schedules, Exhibits and Appendices are to the Schedules, Exhibits and Appendices attached to this Agreement, (vii) references to this Agreement, any other Transaction Documents and any other document shall be construed as references to such document as the same may be amended, supplemented or novated from time to time, (viii) the term “or” is not exclusive, (ix) the term “including” are will be deemed to be followed by “without limitation, but not limited to,” whether or not they are in fact followed by such words or words of similar import; (bx) the word terms “orshall”, “will”, and “agrees” are mandatory, and the term “may” is not exclusive; permissive, (cxi) references to an the phrase “Article,directly or indirectly” “Section,” “preamble,” “Recital,” or any other subdivisionmeans directly, or to an indirectly through one or more intermediate Persons or through contractual or other arrangements, and “Appendix,direct or indirect” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an articlehas the correlative meaning, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (dxii) the words expression “this Agreement,” Investor(s)”, “hereby,” Holder”, “hereof,” “herein,” “hereunder,Founder Holding Company” and comparable words refer to all of this Agreement, including the Appendices, Exhibits, Schedules, “Founder” and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in the Company Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and“Investor(s)” shall, unless the context requires otherwiseprohibits, include its respective successors, permitted transferees and assigns and any reference Persons deriving title under it, (xiii) the term “voting power” refers to any statute will the number of votes attributable to the Shares (on an as-converted basis) in accordance with the terms of the Memorandum and Articles, (xiv) the headings used in this Agreement are used for convenience only and are not to be deemed also to refer to all rules and regulations promulgated thereunder; considered in construing or interpreting this Agreement, (i) except for references in the Company Disclosure Schedule, references to any Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (jxv) references to a “day” laws include any such law modifying, re-enacting, extending or number of “days” (without made pursuant to the explicit qualification of “Business”) refer same or which is modified, re-enacted, or extended by the same or pursuant to a calendar day or number of calendar days; which the same is made, and (kxvi) all references to copies dollars or to “US$” are to currency of documents that have been delivered, provided or made available the U.S. and all references to Purchaser means copies RMB are to currency of those documents made available in the Data Room PRC (and each shall be deemed to Purchaser and its Representatives at least one day prior include reference to the date of this Agreement. Any financial or accounting term that is not otherwise defined equivalent amount in this Agreement has the meaning given such term under GAAPother currencies).
Appears in 1 contract
2Interpretation. As used in this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import; (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words refer to all of this Agreement, including the Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in the Company Sellers Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (i) except for references in the Company Sellers Disclosure Schedule, references to any Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and (k) references to copies of documents that have been delivered, provided or made available to Purchaser Parent means copies of those documents made available in the Data Room to Purchaser Parent and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.
Appears in 1 contract
Sources: Merger Agreement (Universal Security Instruments Inc)
2Interpretation. As used in In interpreting this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: , (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such those words or words of similar import; , (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words terms refer to all the entirety of this Agreement, including the Appendices, Appendix or Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular articleArticle, section, preamble, recitalSection, or other subdivision of this Agreement, Agreement or appendix, exhibit, schedule, Appendix or disclosure schedule Exhibit to this Agreement; , (ec) any pronoun in shall include the corresponding masculine, feminine, or and neuter form includes any other gender; forms, (fd) any word in the singular form includes the plural and vice versa; , (ge) except for references in the Company Disclosure Schedule, references to any agreement (including this Agreement) or other document are to such the agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after in the date of this Agreement; future, (hf) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in the future, and to any corresponding provisions of successor Laws, (g) except as of otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the date “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement, andor to the “Appendix” or an “Exhibit” to this Agreement, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (ih) except for references in the Company Disclosure Schedule, references to any Person include such the Person’s respective successors and permitted assigns assigns, (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (ji) references to a “daydollars” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and (k) references to copies of documents that have been delivered, provided or made available to Purchaser means copies of those documents made available in the Data Room to Purchaser and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Timberline Resources Corp)
2Interpretation. As used in this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such words or words of similar import; (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words refer to all of this Agreement, including the Appendices, Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular article, section, preamble, recital, or other subdivision of this Agreement, or appendix, exhibit, schedule, or disclosure schedule to this Agreement; (e) any pronoun in masculine, feminine, or neuter form includes any other gender; (f) any word in the singular form includes the plural and vice versa; (g) except for references in the Company Sellers Disclosure Schedule, references to any agreement or other document are to such agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after the date of this Agreement; (h) references to any Law are to it as amended, modified, supplemented, and restated as of the date of this Agreement, and, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (i) except for references in the Company Sellers Disclosure Schedule, references to any Person include such Person’s respective successors and permitted assigns (and in the case of a natural person, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and (k) references to copies of documents that have been delivered, provided or made available to Purchaser means copies of those documents made available in the Data Room to Purchaser and its Representatives at least one day prior to the date of this Agreement. Any financial or accounting term that is not otherwise defined in this Agreement has the meaning given such term under GAAP.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Universal Security Instruments Inc)
2Interpretation. As used in In interpreting this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require: , (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by such those words or words of similar import; , (b) the word “or” is not exclusive; (c) references to an “Article,” “Section,” “preamble,” “Recital,” or any other subdivision, or to an “Appendix,” “Exhibit,” “Schedule,” or “Disclosure Schedule” are to an article, section, preamble, recital, or subdivision of this Agreement, or to an appendix, exhibit, schedule, or disclosure schedule to this Agreement; (d) the words “this Agreement,” “hereby,” “hereof,” “herein,” “hereunder,” and comparable words terms refer to all the entirety of this Agreement, including the Appendices, Appendix or Exhibits, Schedules, and Disclosure Schedules to this Agreement, and not to any particular articleArticle, section, preamble, recitalSection, or other subdivision of this Agreement, Agreement or appendix, exhibit, schedule, Appendix or disclosure schedule Exhibit to this Agreement; , (ec) any pronoun in will include the corresponding masculine, feminine, or and neuter form includes any other gender; forms, (fd) any word in the singular form includes the plural and vice versa; , (ge) except for references in the Company Disclosure Schedule, references to any agreement (including this Agreement) or other document are to such the agreement or document as amended, modified, superseded, supplemented, and restated now or from time to time after in the date of this Agreement; future, (hf) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in the future, and to any corresponding provisions of successor Laws, (g) except as of otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the date “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement, andor to the “Appendix” or an “Exhibit” to this Agreement, unless the context requires otherwise, any reference to any statute will be deemed also to refer to all rules and regulations promulgated thereunder; (ih) except for references in the Company Disclosure Schedule, references to any Person include such the Person’s respective successors and permitted assigns assigns, (and in i) references to “dollars” or “$” will mean the case lawful currency of a natural personthe United States of America, such Person’s heirs, estate, and personal representatives); (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days; and , (k) references if interest is to copies of documents that have been delivered, provided or made available to Purchaser means copies of those documents made available in the Data Room to Purchaser and its Representatives at least one day prior to the date of be computed under this Agreement. Any , it will be computed on the basis of a 360-day year of twelve 30-day months, (l) if any action or notice is to be taken or given on or by a particular calendar day, and the calendar day is not a Business Day, then the action or notice may be taken or given on the next succeeding Business Day, and (m) any financial or accounting term terms that is are not otherwise defined in this Agreement has herein will have the meaning meanings given such term under GAAP.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Texas Mineral Resources Corp.)